One of the most contested and arguably misunderstood aspects of Milton's poetry is his use of allusion. The long critical tradition on Paradise Lost, in particular, has spent much of its labor not only identifying the poem's allusions and their significance, but also teasing out the terminological differences between allusion, echo, imitation, topoi, reference, and pun. But rich, insightful, and complex disagreements among readers of Milton's epic poem nevertheless remain. This article suggests that part of the difficulty of Milton's allusions lies in the fact that he did not use allusion in the way most poets do. Rather than deploying allusion as a “learned gesture” intended for readers to recognize, Milton used it as a thinking mechanism, a mode of apprehending and creating poetry.